EmploymentAgreement

Exhibit 10.11

Employment Agreement

This Employment Agreement dated as of January 6, 2014 (the "Agreement"), is made by and between Guided Therapeutics, Inc., a Delaware Corporation and any successor thereto ("the Company"), and Gene Cartwright (the "Executive").

RECITALS

A.                 It is the desire of the Company to assure itself of the services of the Executive by entering into this Agreement.

B.                 The Executive and the Company mutually desire that Executive provide services to the Company on the terms herein provided.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements set forth below the parties hereto agree as follows:

The Term and the Executive's employment hereunder may be terminated for any reason by the Company or the Executive, but the benefits Executive receives, if any, are dependent on the reason for Termination.

All rights to discoveries, inventions, improvements and innovations (including all data and records pertaining thereto) related to the business of the Company, whether or not patentable, copyrightable, registrable as a trademark, or reduced to writing, that the Executive may discover, invent or originate during the Term, either alone or with others and whether or not during working hours or by the use of the facilities of the Company ("Inventions"), shall be the exclusive property of the Company. The Executive shall promptly disclose all Inventions to the Company, shall execute at the request of the Company any assignments or other documents the Company may deem reasonably necessary to protect or perfect its rights therein, and shall assist the Company, upon reasonable request and at the Company's expense, in obtaining, defending and enforcing the Company's rights therein. The Executive hereby appoints the Company as his attorney-in-fact to execute on his behalf any assignments or other documents reasonably deemed necessary by the Company to protect or perfect its rights to any Inventions.

Executive acknowledges and agrees that a breach of any of the restrictive covenants set forth in Sections 5, 6, and 7 of this Agreement would cause irreparable damage to the Company, the exact amount of which would be difficult to determine, and that the remedies at law for any such breach would be inadequate. Accordingly, Executive agrees that, in addition to any other remedy that may be available at law, in equity, or hereunder, the Company shall be entitled to specific performance and injunctive relief, without posting bond or other security, to enforce or prevent any breach of any of the restrictive covenants set forth in this Agreement.

9.                  Assignability. This Agreement is personal to Executive and may not be assigned by Executive. Any purported assignment by Executive shall be null and void from the initial date of the purported assignment. This Agreement shall be assignable by the Company and shall inure to the benefit of the Company and its successors and assigns.

10.              Certain Definitions.

This Agreement shall be governed, construed, interpreted and enforced in accordance with its express terms, and otherwise in accordance with the substantive laws of the State of Georgia, without reference to the principles of conflicts of law, and where applicable, the federal laws of the United States.

The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

Any notice, request, claim, demand, document and other communication hereunder to any party shall be effective upon receipt (or refusal of receipt) and shall be in writing and delivered personally or sent by facsimile or certified or registered mail, postage prepaid, or any nationally recognized overnight courier service with signature certification of receipt, as follows:

Guided Therapeutics, Inc.

5835 Peachtree Corners East

Suite D Norcross, GA 30092

Attn:

or at any other address as any party shall have specified by notice in writing to the other party.

This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement. Signatures delivered by facsimile shall be deemed effective for all purposes.

The terms of this Agreement are intended by the parties to be the final expression of their agreement with respect to the employment of the Executive by the Company and supersede all prior understandings and agreements, whether written or oral. The parties further intend that this Agreement shall constitute the complete and exclusive statement of their terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding to vary the terms of this Agreement.

This Agreement may not be modified, amended, or terminated except by an instrument in writing, signed by the Executive and a duly authorized officer of Company. By an instrument in writing similarly executed, the Executive or a duly authorized officer of the Company may waive compliance by the other party or parties with any specifically identified provision of this Agreement that such other party was or is obligated to comply with or perform; provided, however, that such waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent failure. No failure to exercise and no delay in exercising any right, remedy, or power hereunder preclude any other or further exercise of any other right, remedy, or power provided herein or by law or in equity.

The parties hereto shall not voluntarily undertake or fail to undertake any action or course of action inconsistent with the provisions or essential intent of this Agreement. Furthermore, it is the intent of the parties hereto to act in a fair and reasonable manner with respect to the interpretation and application of the provisions of this Agreement.

Immediately upon termination, Executive shall (i) deliver to the Company all Company property, including keys, access cards, identification cards, security devices, credit cards, network access devices, computers, hard drives, thumb drives (or other removable information storage devices), cell phones, PDAs, manuals, reports, notes, files, and any other documents and materials belonging to the Company and stored in any fashion, including but not limited to those that constitute or contain any Confidential Information (as defined herein), that are in the possession or control of Executive, whether they were provided to Executive by the Company or created by Executive in connection with Executive's employment with the Company; and (ii) delete or destroy all copies of any such documents and materials not returned to the Company that remain in Executive' s possession or control, including those stored on any devices, networks, storage locations, and media that are not owned by the Company but in Executive's possession or control.

This Agreement shall be deemed drafted equally by both the parties. Its language shall be construed as a whole and according to its fair meaning. Any presumption or principle that the language is to be construed against any party shall not apply. The headings in this Agreement are only for convenience and are not intended to affect construction or interpretation.

Should any provision of this Agreement be declared or determined by any court of competent jurisdiction to be unenforceable or invalid for any reason, the validity of the remaining parts, terms or provisions of this Agreement shall not be affected thereby and the invalid or unenforceable part, term or provision shall be deemed not to be a part of this Agreement.

Executive's obligations under Sections 5, 6, 7, and 8 of this Agreement shall survive the expiration or termination of this Agreement for any reason and shall thereafter be enforceable whether or not such termination is claimed or found to be wrongful or to constitute or result in a breach of any contract or of any other duty owed or claimed to be owed to Executive by the Company.

In the event Executive is made, or threatened to be made, a party to any legal action or proceeding, by reason of the fact that Executive is or was an employee or officer of the Company or serves or served any other entity in any capacity at the Company's request, Executive shall be indemnified by the Company. The Company may assume the defense of any legal action or proceeding with counsel selected by the Company and reasonably satisfactory to the Executive and, if it does so, the Executive shall not be entitled to be reimbursed for any separate counsel he may retain. During Executive' s employment with the Company and thereafter, so long as Executive may have liability arising out of his service as an officer or director of the Company, the Company agrees to continue and maintain a director's and officer's liability insurance policy covering Executive with coverage no less than that available to active directors and officers of the Company.

The Executive promises and agrees that, following the date his employment by the Company terminates, he will reasonably cooperate with the Company in any litigation in which the Company is a party or otherwise involved which arises out of events occurring prior to the termination of his employment, including but not limited to, serving as a consultant (at a reasonable hourly rate) or witness and producing documents and information relevant to the case or helpful to the Company.

The Executive acknowledges that he has read and understands this Agreement, is fully aware of its legal effect, has not acted in reliance upon any representations or promises made by the Company other than those contained in writing herein, and has entered into this Agreement freely based on his own judgment.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.

GUIDED THERAPEUTICS, INC.

By: /s/Michael C. James

Name: Michael C. James

Title: Chairman of the Board

EXECUTIVE

By: /s/ Gene Cartwright

Name: Gene Cartwright

Title:

SCHEDULE 1

The shares of restricted stock granted pursuant to Section 2(c) of this Agreement will vest upon achievement of both the Performance Vesting Condition and Service Vesting Condition as set forth below:

• Any shares of Restricted Stock that have not satisfied the applicable Performance Vesting Condition set forth above within the 3-year period commencing on the date of this Agreement shall be forfeited.
• In the event of a Change in Control (as defined in Section 10(b)): (i) if the per share price of a share of GT stock on the date of such Change in Control equals or exceeds the applicable GT stock price target, the applicable Performance Vesting Condition will be satisfied without regard to the 30 consecutive day trading requirement, and (ii) the Service Vesting Conditions set forth above shall automatically be deemed satisfied.
• All awards are subject to terms of grant document and the Equity Plan.

Annex A

SEPARATION AGREEMENT AND GENERAL RELEASE

This Separation Agreement and General Release (this "Agreement"), dated and effective as of (the "Termination Date"), is entered into by and between Gene Cartwright ("Employee") and Guided Therapeutics, Inc. ("Employer"), on behalf of itself individually and any and all past and present parents, affiliates and subsidiary companies (collectively, the "Company").

WHEREAS, Employee has been an employee of Employer; and

WHEREAS, Employee and Employer wish to terminate their employment relationship on mutually acceptable terms and conditions.

NOW, THEREFORE, for and in consideration of the mutual promises and covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Employee (individually, a "Party," and collectively the "Parties") hereby agree as follows:

1.                  Termination of Employment. Employee acknowledges that his employment and all of his positions with the Company shall automatically terminate as of the Termination Date. Employee agrees that from and after the Termination Date he shall not hold himself out as an employee, agent or authorized representative of the Company, negotiate or enter into any agreements on behalf of the Company, or otherwise purport to bind the Company in any way. Employee understands that the termination of his employment terminates Employee's right or claim to compensation or any other benefits of employment with the Company beyond the Termination Date, except any payments due upon termination pursuant to the Employment Agreement between the parties dated ("the Employment Agreement") and any separation compensation expressly set forth in this Agreement on the terms and subject to the conditions of this Agreement. Employee further acknowledges that, on or prior to the Termination Date, he was paid all earned wages and other compensation incident to his employment to which he was entitled through the Termination Date, including without limitation, any accrued, unused vacation pay and/or paid time off.

2.                  Separation Benefits to Employee. In consideration for Employee's entering into this Agreement and Employee's continuing compliance with his obligations hereunder from and after the Termination Date as provided herein, the Company shall pay Employee ($ ), less all applicable deductions and withholdings as required by law or authorized by Employee (the "Payment"). The Payment shall be made by the Company in accordance with the terms and conditions set forth in that certain Employment Agreement between Employer and Employee dated as of . Notwithstanding anything herein to the contrary, the Company shall have no obligation to make the Payment if Employee revokes this Agreement as provided in Section 4(c) hereof. Employee understands that the Payment represents the Company's sole financial obligation to Employee from and after the Termination Date, and that, without limiting the foregoing, Employee is not entitled to severance or separation pay or other benefits under any other plan, policy or agreement except as expressly required by law.

3.                  No Admissions. Employee understands that neither this Agreement nor the making of this Agreement is intended, and shall not be construed, as an admission that the Company or any of the other Company Releasees (as defined below) has violated any federal, state or local law (statutory, decisional or common law), or any ordinance or regulation, or has committed any wrong whatsoever with respect to Employee (including, but not limited to, breach of any contract, actual or implied, or any tort). The Company and each of the other Company Releasees expressly deny any such violation or wrongdoing whatsoever. This Agreement may not be introduced in any action or proceeding by anyone for any purpose except to evidence or to enforce its terms.

4.                  General Release by Employee.

a.       General Release. In consideration of the benefits provided under this Agreement, Executive, for and on behalf of himself and each of his heirs, administrators, executors, personal representatives, beneficiaries, successors and assigns, fully and completely releases the Company, its affiliates, and each of their respective current and former officers, directors, managers, members, partners, shareholders, agents, employees, employee benefit plans and fiduciaries, trustees, insurers, representatives, attorneys, transferees, successors and assigns (collectively, the "Releasees"), collectively, separately, and severally, of and from any and all claims, demands, damages, causes of action, debts, liabilities, controversies, judgments, and suits of every kind and nature whatsoever, foreseen, unforeseen, known or unknown, which Executive has had, now has, or may have against the Releasees (or any of them) from the beginning of time up until the time Executive signs this Agreement, with the exception of (i) any claims which cannot be waived by private agreement; (ii) any claims which may arise after the date Executive signs this Agreement; (iii) any claims for breach of this Agreement or to enforce any rights, obligations, or payments specified in this Agreement; or (iv) any claims by Executive for indemnification or insurance coverage for Executive's acts or omissions while employed with the Company under any articles of incorporation, bylaws, operating agreement, directors and officers insurance policy, or other applicable plan, document, agreement, or insurance policy. Subject to the limitations in the immediately preceding sentence, this general release of claims includes all claims arising under any federal, state or local statute or ordinance, constitutional provision, public policy or common law (the "Employee Claims"), including all claims under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Equal Pay Act, the Civil Rights Act of 1866, the Civil Rights Act of 1871, Executive Order 11246, the Employee Retirement Income Security Act (with respect to unvested benefits), the Consolidated Omnibus Budget Reconciliation Act, the Americans with Disabilities Act, the Rehabilitation Act, the Family and Medical Leave Act of 1993, the Worker Adjustment and Retraining Notification Act, the Georgia Equal Pay Act, the Georgia Prohibition of Age Discrimination in Employment Act, and the Georgia Equal Employment for People with Disabilities Code, all as amended; all claims for breach of any express or implied contract; all claims for breach of any covenant of good faith and fair dealing; all claims for promissory estoppel or detrimental reliance; all claims for wages, bonuses, incentive compensation, fringe benefits and severance allowances or entitlements; all tort claims (including claims for fraud, slander, libel, defamation, disparagement, and negligent or intentional infliction of emotional distress); all claims for compensatory or punitive damages, or any other claim for damages or injury of any kind whatsoever; and all claims for monetary recovery, including, without limitation, attorneys' fees , experts' fees, medical fees or expenses, costs and disbursements. Executive hereby irrevocably and unconditionally waives and relinquishes any right to obtain or receive reinstatement or any monetary, injunctive, or other relief through any suit, complaint, action or proceeding commenced or maintained in any court, agency, or other forum by Executive or on his behalf for or on account of any of the claims released in this Agreement).

b.      Employee agrees and expressly acknowledges that this Agreement includes a waiver and release of all claims, which he has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, etseg. ("ADEA"). The following terms and conditions apply to and are part of the waiver and release of ADEA claims under this Agreement:

(i)                 This paragraph and this Agreement are written in a manner calculated to be understood by him.

(ii)               The waiver and release of claims under the ADEA contained in this Agreement does not cover rights or claims that may arise after the date of Employee's execution and delivery of this Agreement.

(iii)             This Agreement provides for consideration In addition to anything of value to which Employee is already entitled.

(iv)             Employee has been advised to consult an attorney before signing this Agreement.

(v)               Employee has been granted twenty-one (21) days (or forty-five days (45) if necessary to comply with applicable law) after he is presented with this Agreement to decide whether or not to sign this Agreement. If Employee executes this Agreement prior to the expiration of such period, he does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day (or forty-five day (45) if necessary to comply with applicable law) period.

(vi)             Employee has the right to revoke this Agreement within seven (7) days of signing this Agreement. However, in the event this Agreement is so revoked, this Agreement will be null and void in its entirety ab initio, and Employee shall not receive (or be entitled to retain) any portion of the Payment.

(vii)           If Employee wishes to revoke this Agreement, he may do so only by timely delivering to Employer written notice stating Employee's revocation of this Agreement. Such written notice must be received by Employer, at Employer's address for notices as set forth herein, no later than 5:00 p.m. (local time) on the seventh (71h) day after the date of this Agreement.

c.       Covenant Not to Sue. Except for an action brought to enforce this Agreement or challenge the validity of Executive's release of claims under the ADEA, Executive agrees to refrain from filing or otherwise initiating any action, lawsuit, charge, claim, demand, grievance, arbitration or other legal action against any of the Releasees over matters released or waived herein, and agrees that he will refrain from participating in any action, complaint, charge, claim, demand, grievance, arbitration or other legal action initiated or pursued by any individual, group of individuals, partnership, corporation or other entity against any of the Releasees over matters released or waived herein, except as required by law. Notwithstanding the foregoing, nothing in this Agreement shall interfere with Executive's right to file a charge with or participate in an investigation or proceeding by the United States Equal Employment Opportunity Commission or other governmental agency. Execution and delivery of this Agreement by Employee operates as a complete bar and defense against any and all Employee Claims. To the fullest extent permitted by law, if Employee should, directly or indirectly, individually or through one or more intermediaries, hereafter make any Employee Claims against the Company or any of the other Company Releasees, this Agreement may be raised as and shall constitute a complete bar to any proceeding and the Company and/or the other Company Releasees shall be entitled to and shall recover from Employee all costs incurred, including reasonable attorneys' fees, in defending against any such proceeding.

5.                  Employee Obligations and Agreements

a.                   Employee has notified the Company of all facts (if any) of which Employee is aware that Employee believes may constitute a violation of the Guided Therapeutics, Inc. Code of Conduct or other policies or any of the Company's legal or regulatory obligations. Employee represents and warrants that he has no knowledge of any actions or inactions by any of the Company Releases or by Employee that Employee believes could potentially constitute a basis for any violation of any federal, state or local law, any common law or any rule or regulation promulgated by any administrative, regulatory or other governmental authority.

b.                  Employee represents that Employee has not filed any complaints, charges or claims against the Company with any local, state, or federal agency or court, or with any other forum.

c.                   Employee agrees that Employee shall not at any time disparage or encourage or induce others to disparage the Company (or any of its affiliates, officers and/or employees, or any of its products, equipment or services) in any way, including but not limited to making any negative or derogatory statements in verbal, written, electronic or any other form about the Company, including, but not limited to, a negative or derogatory statement made in, or in connection with, any article or book, on a website, in a chat room or via the Internet, except that this clause shall not be construed to prohibit Employee from giving truthful responses and/or testimony in any legal or regulatory proceeding or inquiry.

d.                  During Employee's employment with the Company, Employee has acquired certain confidential, proprietary or otherwise non-public information concerning the Company, which may include, without limitation, intellectual property, trade secrets, financial data, strategic business or marketing plans, and other sensitive information concerning the Company, its employees, officers, directors, agents, patients and customers. Employee understands that he was provided with or had access to such information solely in his capacity as an employee of the Company, and that such information was provided to him subject to his obligation to retain such information in confidence and not to make any use of such information except as authorized to do so in the course and scope of his employment with the Company. Employee understands and agrees that his obligations to maintain that information in confidence shall remain in effect after the termination of his employment with the Company, and he agrees to continue to honor that obligation. This provision is meant to supplement, and not supersede or limit, any existing agreements or legal obligations or principles concerning confidentiality, trade secrets, assignment or ownership of intellectual property, or solicitation of employees or customers. Notwithstanding anything to the contrary, Employee expressly acknowledges and agrees that he remains bound by Sections 5, 6, 7, and 8 of the Employment Agreement.

e.                   Notwithstanding any other provision of this Agreement, to the extent that Employee has any outstanding financial obligations to the Company (including, but not limited to, outstanding loans, promissory notes and credit card charges) that do not otherwise constitute reimbursable business expenses under the Company's expense reimbursement policies, Employee shall remain liable for all such financial obligations and shall remit payment in full to the Company as soon as practicable after the Termination Date.

f.                   To the extent Employee has unreimbursed business expenses incurred through the Termination Date, Employee must immediately (and in any event within five (5) business days following the Termination Date) submit the expenses with all appropriate documentation in accordance with the Company' s reimbursement policies; those expenses which meet the guidelines of the Company and Employee' s department will be reimbursed. No new reimbursable expenses may be incurred after the Termination Date.

g.                   Employee shall cooperate fully with the Company in the prosecution or defense, as the case may be, of any and all actions, governmental inquiries or other legal or regulatory proceedings in which Employee's assistance may be reasonably requested by the Company. If Employee is compelled to testify pursuant to a validly served subpoena (or its equivalent or like process) in any legal proceeding or by regulatory authority, Employee shall notify the Company as soon as reasonably practical, but in no event later than five (5) days before any response or testimony is due from Employee (or on Employee's behalf), of all subpoenas or requests for information, and will advise the Company of Employee's response thereto, if any. Employee represents that Employee has not filed any complaints, charges or claims against the Company with any local, state, or federal agency or court, or with any other forum. Employee shall cooperate in good faith and in a timely manner with any reasonable, good faith requests for information from Employer following the Termination Date regarding patient health and other matters of which Employee may have become aware during and as a result of his employment with Employer.

h.                  Employee agrees to return any Company property immediately no matter where located including, but not limited to, keys, laptop computer, computer disks/storage devices, all other computer equipment/accessories and any and all written and/or electronic material prepared in the course of employment at the Company.

i.                    Employee represents and warrants that he is knowingly and voluntarily entering into this Agreement.

6.                  Miscellaneous Provisions.

a.                   This Agreement cannot be changed, in whole or in part, unless in writing signed by each of the Parties.

b.                  This Agreement shall extend to, be binding upon, and inure to the benefit of the Parties and their respective successors, heirs, legal representatives and assigns; provided that Employee's rights, duties and obligations hereunder may not be delegated, transferred or assigned by him, in whole or in part, in any manner.

c.                   This Agreement shall be governed, construed, interpreted and enforced in accordance with the internal laws of the State of Georgia, without regard to the application and effect of its conflict of laws principles.

d.                  Except for an action by the Company for injunctive relief as described in Section 8 of the Employment Agreement or as required by law, all disputes arising under or related to this Agreement (including, but not limited to, its revocability or voidability for any cause, the scope of arbitrable issues, and any defense based upon waiver, estoppel, or laches), Executive's employment with the Company, or Executive's separation from employment with the Company shall be resolved by binding arbitration in Atlanta, Georgia pursuant to the Federal Arbitration Act, 9 U.S.c. § I. The arbitration shall be administered by the Judicial Arbitration and Mediation Services, Inc., Atlanta, Georgia, or its successor ("JAMS"), or if JAMS is no longer able to supply the Arbitrator, such Arbitrator shall be selected from the American Arbitration Association (the "AAA"). In the event of any conflict or inconsistency between the JAMS or AAA Rules and the terms of this Agreement, the terms of this Agreement shall govern. Either party may bring an action in court to compel arbitration under this Agreement or to confirm, vacate, or enforce an arbitration award.

The arbitration shall be conducted by a single neutral arbitrator experienced in the arbitration of labor and employment disputes. Either party may request that the arbitration proceeding be stenographically recorded by a certified court reporter. The requesting party shall pay the cost of the record. The arbitrator shall issue an award within thirty (30) days from the date of closing of the hearing or, if oral hearings have been waived, from the date of the AAA's transmittal of the final statements and proofs to the arbitrator.

The Parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the Parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Agreement or the services rendered hereunder. Except as otherwise required by applicable law, the prevailing party in any such arbitration, or in any action to enforce this Section 6(d) or any arbitration award hereunder, shall be awarded and the non-prevailing party shall pay the prevailing party's reasonable attorneys' fees and related expenses and the non-prevailing party shall pay for all arbitration filing and administration fees as well as all fees and expenses of the arbitrator.

e.                   All compensation payable to Executive hereunder is subject to withholding for all applicable federal, state and local income taxes, and all applicable employment, occupational, Social Security and other similar taxes, and any other amounts as required by law.

f.                   The provisions of this Agreement are severable, and if any part of this Agreement is found to be unenforceable, the other paragraphs (or portions thereof) shall remain fully valid and enforceable.

g.                   This Agreement has been reviewed by each of the Parties. The Parties have each had a full opportunity to negotiate the terms and conditions of this Agreement and to consult with legal counsel of their choosing in connection with the same. Accordingly, the Parties hereby expressly waive any common-law or statutory rule of construction that ambiguities should be construed against the drafter of this Agreement, and agree that the language in all parts of this Agreement shall be in all cases construed as a whole, according to its fair meaning.

h.                  This Agreement may be executed in any number of counterparts, including by facsimile or other electronic transmission bearing the signature of the respective Party hereto, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

i.                    This Agreement and the terms and conditions hereof are confidential. Employee shall not discuss or otherwise disclose the terms and conditions hereof, or provide a copy of all or any portion of this Agreement, to any person other than his legal or tax advisors or his spouse (if any) on a confidential basis. Nothing herein shall prohibit any party hereto from disclosing this Agreement or the terms and conditions hereof when required by law, subpoena or court order or as otherwise provided in this Agreement.

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